exv10w2






     Exhibit 10.2



McAfee, Inc.

1997 Stock Incentive Plan

(As Amended on April 21, 2008)

(Approved by Stockholders on July 28, 2008)




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	ARTICLE 1.
	 	INTRODUCTION	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2.
	 	ADMINISTRATION	 	 	1	 
	 
	 	 	 	 	 	 
	2.1
	 	Committee Composition	 	 	1	 
	2.2
	 	Committee Responsibilities	 	 	1	 
	2.3
	 	Transfer of Awards Pursuant to Domestic Relations Order	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 3.
	 	SHARES AVAILABLE FOR GRANTS	 	 	2	 
	 
	 	 	 	 	 	 
	3.1
	 	Basic Limitation	 	 	2	 
	3.2
	 	Additional Shares	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 4.
	 	ELIGIBILITY	 	 	2	 
	 
	 	 	 	 	 	 
	4.1
	 	Incentive Stock Options	 	 	2	 
	4.2
	 	Other Grants	 	 	3	 
	4.3
	 	Prospective Employees and Consultants	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE 5.
	 	OPTIONS	 	 	3	 
	 
	 	 	 	 	 	 
	5.1
	 	Stock Option Agreement	 	 	3	 
	5.2
	 	Number of Shares	 	 	3	 
	5.3
	 	Exercise Price	 	 	3	 
	5.4
	 	Exercisability and Term	 	 	4	 
	5.5
	 	Effect of Transfer of Control	 	 	4	 
	5.6
	 	Substitution of Options	 	 	4	 
	5.7
	 	Buyout Provisions	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE 6.
	 	PAYMENT FOR OPTION SHARES	 	 	4	 
	 
	 	 	 	 	 	 
	6.1
	 	General Rule	 	 	4	 
	6.2
	 	Surrender of Stock	 	 	5	 
	6.3
	 	Exercise/Sale	 	 	5	 
	6.4
	 	Exercise/Pledge	 	 	5	 
	6.5
	 	Promissory Note	 	 	5	 
	6.6
	 	Other Forms of Payment	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE 7.
	 	STOCK APPRECIATION RIGHTS	 	 	5	 
	 
	 	 	 	 	 	 
	7.1
	 	SAR Agreement	 	 	5	 
	7.2
	 	Number of Shares	 	 	5	 






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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	7.3
	 	Exercise Price	 	 	6	 
	7.4
	 	Exercisability and Term	 	 	6	 
	7.5
	 	Effect of Transfer of Control	 	 	6	 
	7.6
	 	Exercise of SARs	 	 	6	 
	7.7
	 	Modification or Assumption of SARs	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE 8.
	 	RESTRICTED SHARES	 	 	6	 
	 
	 	 	 	 	 	 
	8.1
	 	Restricted Stock Agreement	 	 	6	 
	8.2
	 	Payment for Awards	 	 	7	 
	8.3
	 	Vesting Conditions	 	 	7	 
	8.4
	 	Effect of Transfer of Control	 	 	7	 
	8.5
	 	Voting and Dividend Rights	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 9.
	 	STOCK UNITS	 	 	7	 
	 
	 	 	 	 	 	 
	9.1
	 	Stock Unit Agreement	 	 	7	 
	9.2
	 	Payment for Awards	 	 	8	 
	9.3
	 	Vesting Conditions	 	 	8	 
	9.4
	 	Effect of Transfer of Control	 	 	8	 
	9.5
	 	Voting and Dividend Rights	 	 	8	 
	9.6
	 	Form and Time of Settlement of Stock Units	 	 	8	 
	9.7
	 	Death of Recipient	 	 	8	 
	9.8
	 	Creditors’ Rights	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE 10.
	 	PROTECTION AGAINST DILUTION	 	 	9	 
	 
	 	 	 	 	 	 
	10.1
	 	Adjustments	 	 	9	 
	10.2
	 	Dissolution or Liquidation	 	 	9	 
	10.3
	 	Reorganizations	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE 11.
	 	DEFERRAL OF AWARDS	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 12.
	 	AWARDS UNDER OTHER PLANS	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 13.
	 	LIMITATION ON RIGHTS	 	 	10	 
	 
	 	 	 	 	 	 
	13.1
	 	Retention Rights	 	 	10	 
	13.2
	 	Stockholders’ Rights	 	 	11	 
	13.3
	 	Regulatory Requirements	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 14.
	 	WITHHOLDING TAXES	 	 	11	 
	 
	 	 	 	 	 	 
	14.1
	 	General	 	 	11	 
	14.2
	 	Share Withholding	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 15.
	 	FUTURE OF THE PLAN	 	 	11	 
	 
	 	 	 	 	 	 
	15.1
	 	Term of the Plan	 	 	11	 






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TABLE
OF CONTENTS
(Continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	15.2
	 	Amendment or Termination	 	 	11	 
	15.3
	 	No Repricing	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 16.
	 	DEFINITIONS	 	 	12	 







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McAfee, Inc.

1997 Stock Incentive Plan

(As Amended on April 21, 2008)

(Approved by Stockholders on July 28, 2008)




ARTICLE 1. INTRODUCTION




     The Plan was adopted by the Board effective December 1, 1997. The purpose of the Plan is to
promote the long-term success of the Company and the creation of stockholder value by (a)
encouraging Employees, Outside Directors and Consultants to focus on critical long-range
objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and
Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and
Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to
achieve this purpose by providing for Awards in the form of Restricted Shares, Stock Units, Options
(which may constitute incentive stock options or nonstatutory stock options) or stock appreciation
rights.



     The Plan shall be governed by, and construed in accordance with, the laws of the State of
Delaware (except their choice-of-law provisions).



ARTICLE 2. ADMINISTRATION




     2.1 Committee Composition. The Plan shall be administered by the Committee. The Committee shall
consist exclusively of two or more directors of the Company, who shall be appointed by the Board.
In addition, the composition of the Committee shall satisfy:



          (a) Such requirements as the Securities and Exchange Commission may establish for
administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its
successor) under the Exchange Act; and



          (b) Such requirements as the Internal Revenue Service may establish for outside directors
acting under plans intended to qualify for exemption under section 162(m)(4)(C) of the Code.


The Board may also appoint one or more separate committees of the Board, each composed of one or
more directors of the Company who need not satisfy the foregoing requirements, who may administer
the Plan with respect to Employees and Consultants who are not considered officers or directors of
the Company under section 16 of the Exchange Act, may grant Awards under the Plan to such Employees
and Consultants and may determine all terms of such Awards.




     2.2 Committee Responsibilities. The Committee shall (a) select the Employees, Outside Directors and Consultants who are to
receive Awards under the Plan, (b) determine the type,



 









 







number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan and (d) make all other decisions
relating to the operation of the Plan, including but not limited to delegation of authority to an
administrative committee in keeping with the Plan and applicable laws. The Committee may adopt
such rules or guidelines as it deems appropriate to implement the Plan, including rules and
regulations relating to sub-plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws and to otherwise accommodate the requirements of local laws and
procedures outside the United States. The Committee’s determinations under the Plan shall be final
and binding on all persons.



     2.3 Transfer of Awards Pursuant to Domestic Relations Order. The Committee may structure one or
more Awards other than ISOs so that such Award may be assigned in whole or in part during the
Participant’s lifetime pursuant to a domestic relations order to one or more family members (within
the meaning of Rule 701 of the Securities Act of 1933, as amended) of the Participant. With respect
to NSOs and SARs, the assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in such Award pursuant to the assignment. The terms applicable to the
assigned portion of an Award shall be the same as those in effect for the Award immediately prior
to such assignment and shall be set forth in such documents issued to the assignee as the Committee
may deem appropriate.



ARTICLE 3. SHARES AVAILABLE FOR GRANTS




     3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued
shares or treasury shares. The aggregate number of Options, SARs, Stock Units and Restricted
Shares awarded under the Plan shall not exceed (a) 43,475,000 plus (b) the additional Common Shares
described in Section 3.2. The limitation of this Section 3.1 shall be subject to adjustment
pursuant to Article 10.



     3.2 Additional Shares. If Restricted Shares, Stock Units, Options or SARs granted under this Plan
or the Predecessor Plan are forfeited or if Options or SARs granted under this Plan or the
Predecessor Plan terminate for any other reason before being exercised, then the corresponding
Common Shares shall become available for Awards under the Plan. If Stock Units are settled, all
Common Shares underlying such Stock Units shall reduce the number available under Section 3.1. If
SARs are exercised, all Common Shares underlying such SARs shall reduce the number available under
Section 3.1. The foregoing notwithstanding, the aggregate number of Common Shares that may be
issued under the Plan upon the exercise of ISOs shall not be increased when Restricted Shares are
forfeited. In addition, to the extent that (i) Common Shares are surrendered to the Company in
payment of the Exercise Price of an Option, (ii) Common Shares are purchased by the Company in the
open market with the proceeds from the sale of Common Shares pursuant to the exercise of
Options, or (iii) Restricted Shares are repurchased by the Company at their original purchase
price, in each case, such Common Shares shall not be available for issuance under the Plan.



ARTICLE 4. ELIGIBILITY




     4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent
or a Subsidiary on the date of grant shall be eligible for the grant of ISOs. In



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addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding
stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of
an ISO unless the requirements set forth in section 422(c)(6) of the Code are satisfied.



     4.2 Other Grants. Only Employees, Outside Directors and Consultants shall be eligible for the
grant of Restricted Shares, Stock Units, NSOs or SARs.



     4.3 Prospective Employees and Consultants. For purposes of this Article 4, (a) “Employees” shall
include prospective Employees to whom Awards are granted in connection with written offers of
employment from the Company, a Parent or a Subsidiary and (b) “Consultants” shall include
prospective Consultants to whom Awards are granted in connection with written offers of engagement
from the Company, a Parent or a Subsidiary. If an ISO is granted to a prospective Employee, the
date when his or her service as an Employee commences shall be deemed to be the date of grant of
such ISO for all purposes under the Plan (including, without limitation, Section 5.3). No Award
granted to a prospective Employee or prospective Consultant shall become exercisable or vested
unless and until his or her service as an Employee or Consultant commences.



ARTICLE 5. OPTIONS




     5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock
Option Agreement between the Optionee and the Company. Such Option shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The
provisions of the various Stock Option Agreements entered into under the Plan need not be
identical. Options may be granted in consideration of a reduction in the Optionee’s other
compensation. A Stock Option Agreement may provide that a new Option will be granted automatically
to the Optionee when he or she exercises a prior Option and pays the Exercise Price in the form
described in Section 6.2.



     5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares
subject to the Option and shall provide for the adjustment of such number in accordance with
Article 10. Options
granted to any Optionee in a single fiscal year of the Company shall not cover more than
1,000,000 Common Shares, except that Options granted to a new Employee in the fiscal year of the
Company in which his or her service as an Employee first commences shall not cover more than
1,500,000 Common Shares. The limitations set forth in the preceding sentence shall be subject to
adjustment in accordance with Article 10.



     5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that
the Exercise Price under an ISO shall in no event be less than 100% of the Fair Market Value of a
Common Share on the date of grant and the Exercise Price under an NSO shall in no event be less
than 85% of the Fair Market Value of a Common Share on the date of grant. In the case of an NSO, a
Stock Option Agreement may specify an Exercise Price that varies in accordance with a predetermined
formula while the NSO is outstanding.



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     5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all
or any installment of the Option is to become exercisable. The Stock Option Agreement shall also
specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years
from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the
event of the Optionee’s death, disability or retirement or other events and may provide for
expiration prior to the end of its term in the event of the termination of the Optionee’s service.
Options may be awarded in combination with SARs, and such an Award may provide that the Options
will not be exercisable unless the related SARs are forfeited.



     5.5 Effect of Transfer of Control. The Committee may determine, at the time of granting an Option
or thereafter, that such Option shall become exercisable as to all or part of the Common Shares
subject to such Option in the event that a Transfer of Control occurs with respect to the Company,
except that the exercisability of an ISO shall not be accelerated without the Optionee’s written
consent. In addition, a separate agreement between the Optionee and the Company may provide that
such Optionee’s Options shall become exercisable as to all or part of the Common Shares subject to
such Options in the event that a Transfer of Control occurs with respect to the Company.



     5.6 Substitution of Options. The Committee may accept the cancellation of outstanding options
granted by another issuer in return for the grant of new Options under the Plan for the same or a
different number of Common Shares and at the same or a different Exercise Price.



     5.7 Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash,
cash equivalents, Shares or other form of equity compensation available under the Company’s stock
plans, an Option previously granted or (b) authorize an Optionee to elect to cash out an Option
previously granted, in either case at such time and based upon such terms and conditions as
the Committee shall establish and in compliance with applicable laws. Notwithstanding anything
contained in this Section 5.7 to the contrary, the Committee shall not be allowed to authorize a
buyout of underwater options or stock appreciation rights without the prior consent of the
Company’s stockholders.



ARTICLE 6. PAYMENT FOR OPTION SHARES




     6.1 General Rule. The entire Exercise Price of Common Shares issued upon exercise of Options
shall be payable in cash or cash equivalents at the time when such Common Shares are purchased,
except as follows:



          (a) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the
express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may
specify that payment may be made in any form(s) described in this Article 6.



          (b) In the case of an NSO, the Committee may at any time accept payment in any form(s)
described in this Article 6 to the extent permissible under applicable laws.



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     6.2 Surrender of Stock. To the extent that this Section 6.2 is applicable, all or any part of the
Exercise Price may be paid by surrendering, or attesting to the ownership of, Common Shares that
are already owned by the Optionee. Such Common Shares shall be valued at their Fair Market Value
on the date when the new Common Shares are purchased under the Plan. The Optionee shall not
surrender, or attest to the ownership of, Common Shares in payment of the Exercise Price if such
action would cause the Company to recognize compensation expense (or additional compensation
expense) with respect to the Option for financial reporting purposes.



     6.3 Exercise/Sale. To the extent that this Section 6.3 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the
Company) an irrevocable direction to a securities broker approved by the Company to sell all or
part of the Common Shares being purchased under the Plan and to deliver all or part of the sales
proceeds to the Company.



     6.4 Exercise/Pledge. To the extent that this Section 6.4 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the
Company) an irrevocable direction to pledge all or part of the Common Shares being purchased under
the Plan to a securities broker or lender approved by the Company, as security for a loan, and to
deliver all or part of the loan proceeds to the Company.



     6.5 Promissory Note. To the extent that this Section 6.5 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the
Company) a full-recourse promissory note; provided that the par value of the Common Shares being
purchased under the Plan shall be paid in cash or cash equivalents.



     6.6 Other Forms of Payment. To the extent that this Section 6.6 is applicable, all or any part of
the Exercise Price and any withholding taxes may be paid in any other form that is consistent with
applicable laws, regulations and rules.



ARTICLE 7. STOCK APPRECIATION RIGHTS




     7.1 SAR Agreement. Each grant of an SAR under the Plan shall be evidenced by an SAR Agreement
between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the
Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions
of the various SAR Agreements entered into under the Plan need not be identical. SARs may be
granted in consideration of a reduction in the Optionee’s other compensation to the extent
permissible under applicable laws.



     7.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the
SAR pertains and shall provide for the adjustment of such number in accordance with Article 10.
SARs granted to any Optionee in a single calendar year shall in no event pertain to more than
1,000,000 Common Shares, except that SARs granted to a new Employee in the fiscal year of the
Company in which his or her service as an Employee first commences shall not pertain to more than
1,500,000 Common Shares. The limitations set forth in the preceding sentence shall be subject to
adjustment in accordance with Article 10.



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     7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price. An SAR Agreement may
specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is
outstanding.



     7.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any
installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of
the SAR. An SAR Agreement may provide for accelerated exercisability in the event of the
Optionee’s death, disability or retirement or other events and may provide for expiration prior to
the end of its term in the event of the termination of the Optionee’s service. SARs may be awarded
in combination with Options,
and such an Award may provide that the SARs will not be exercisable unless the related Options
are forfeited. An SAR may be included in an ISO only at the time of grant but may be included in
an NSO at the time of grant or thereafter. An SAR granted under the Plan may provide that it will
be exercisable only in the event of a Transfer of Control.



     7.5 Effect of Transfer of Control. The Committee may determine, at the time of granting an SAR or
thereafter, that such SAR shall become exercisable as to all or part of the Common Shares subject
to such SAR in the event that a Transfer of Control occurs with respect to the Company. In
addition, a separate agreement between the Optionee and the Company may provide that such
Optionee’s SARs shall become exercisable as to all or part of the Common Shares subject to such
SARs in the event that a Transfer of Control occurs with respect to the Company.



     7.6 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person having the right to
exercise the SAR after his or her death) shall receive from the Company (a) Common Shares, (b) cash
or (c) a combination of Common Shares and cash, as the Committee shall determine. The amount of
cash and/or the Fair Market Value of Common Shares received upon exercise of SARs shall, in the
aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the
Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when an SAR expires,
the Exercise Price under such SAR is less than the Fair Market Value on such date but any portion
of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to
be exercised as of such date with respect to such portion.



     7.7 Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may
modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs
(whether granted by the Company or by another issuer) in return for the grant of new SARs for the
same or a different number of shares and at the same or a different exercise price. The foregoing
notwithstanding, no modification of an SAR shall, without the consent of the Optionee, alter or
impair his or her rights or obligations under such SAR.



ARTICLE 8. RESTRICTED SHARES




     8.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced
by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares
shall be subject to all applicable terms of the Plan and may be subject to any other terms that are
not inconsistent with the Plan. The provisions of the various Restricted Stock



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Agreements entered
into under the Plan need not be identical. Restricted Shares may be granted in consideration of a
reduction in the recipient’s other compensation.



     8.2 Payment for Awards. To the extent that an Award is granted in the form of newly issued Restricted Shares, the
Award recipient, as a condition to the grant of such Award, shall be required to pay the Company in
cash or cash equivalents an amount equal to the par value of such Restricted Shares. To the extent
that an Award is granted in the form of Restricted Shares from the Company’s treasury, no cash
consideration shall be required of the Award recipients. Any amount not paid in cash may be paid
with a full-recourse promissory note, subject to applicable laws allowing such form of payment.



     8.3 Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting.
Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in
the Restricted Stock Agreement. The Committee may include among such conditions the requirement
that the performance of the Company or a business unit of the Company for a specified period equal
or exceed a target determined in advance by the Committee. Such performance shall be determined by
the Committee. Such target shall be based on one or more of the criteria set forth in Appendix A.
The Committee shall determine such target not later than the 90th day of such period. In no event
shall the number of Restricted Shares which are subject to performance-based vesting conditions and
which are granted to any Participant in a single calendar year exceed 300,000, subject to
adjustment in accordance with Article 10. A Restricted Stock Agreement may provide for accelerated
vesting in the event of the Participant’s death, disability or retirement or other events.



     8.4 Effect of Transfer of Control. The Committee may determine, at the time of granting
Restricted Shares or thereafter, that all or part of such Restricted Shares shall become vested in
the event that a Transfer of Control occurs with respect to the Company. In addition, a separate
agreement between the Participant and the Company may provide that all or part of such
Participant’s Restricted Shares shall become vested in the event that a Transfer of Control occurs
with respect to the Company.



     8.5 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall
have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted
Stock Agreement, however, may require that the holders of Restricted Shares invest any cash
dividends received in additional Restricted Shares. Such additional Restricted Shares shall be
subject to the same conditions and restrictions as the Award with respect to which the dividends
were paid.



ARTICLE 9. STOCK UNITS




     9.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock
Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not
be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other
compensation.



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     9.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no
cash consideration shall be required of the Award recipients.



     9.3 Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting
shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock
Unit Agreement. The Committee may include among such conditions the requirement that the
performance of the Company or a business unit of the Company for a specified period equal or exceed
a target determined in advance by the Committee. Such performance shall be determined by the
Committee. Such target shall be based on one or more of the criteria set forth in Appendix A. The
Committee shall determine such target not later than the 90th day of such period. In no event
shall the number of Stock Units which are subject to performance-based vesting conditions and which
are granted to any Participant in a single calendar year exceed 300,000, subject to adjustment in
accordance with Article 10. A Stock Unit Agreement may provide for accelerated vesting in the
event of the Participant’s death, disability or retirement or other events.



     9.4 Effect of Transfer of Control. The Committee may determine, at the time of granting Stock
Units or thereafter, that all or part of such Stock Units shall become vested in the event that a
Transfer of Control occurs with respect to the Company. In addition, a separate agreement between
the Participant and the Company may provide that all or part of such Participant’s Stock Units
shall become vested in the event that a Transfer of Control occurs with respect to the Company.



     9.5 Voting and Dividend Rights. The holders of Stock Units shall have no voting or dividend
rights.



     9.6 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in
the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the
Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than
the number included in the original Award, based on predetermined performance factors. Methods of
converting Stock Units into cash may include (without limitation) a method based on the average
Fair Market Value of Common Shares over a series of trading days. Vested Stock Units may be
settled in a lump sum or in installments. The distribution may occur or commence when all vesting
conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred
to any later date. The amount of a deferred distribution may be increased by an interest factor or
by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units
shall be subject to adjustment pursuant to Article 10.



     9.7 Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributed
to the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the
Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with
the Company. A beneficiary designation may be changed by filing the prescribed form with the
Company at any time before the Award recipient’s death. If no beneficiary was designated or if no
designated beneficiary survives the Award recipient, then any Stock Units that become payable after
the recipient’s death shall be distributed to the recipient’s estate.



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     9.8 Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general
creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the
Company, subject to the terms and conditions of the applicable Stock Unit Agreement.



ARTICLE 10. PROTECTION AGAINST DILUTION




     10.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of
a dividend payable in Common Shares, a declaration of a dividend payable in a form other than
Common Shares in an amount that has a material effect on the price of Common Shares, a combination
or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Committee
shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of:



          (a) The number of Options, SARs, Restricted Shares and Stock Units available for future Awards
under Article 3;



          (b) The limitations set forth in Sections 5.2, 7.2, 8.3 and 9.3;



          (c) The number of Common Shares covered by each outstanding Option and SAR;



          (d) The Exercise Price under each outstanding Option and SAR; or



          (e) The number of Stock Units included in any prior Award which has not yet been settled.


Except as provided in this Article 10, a Participant shall have no rights by reason of any issue by
the Company of stock of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or
any other increase or decrease in the number of shares of stock of any class.




     10.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall
terminate immediately prior to the dissolution or liquidation of the Company.



     10.3 Reorganizations. In the event that the Company is a party to a merger or other
reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization.
Such agreement shall provide for (a) the continuation of the outstanding Awards by the Company, if
the Company is a surviving corporation, (b) the assumption of the outstanding Awards by the
surviving corporation or its parent or subsidiary, (c) the substitution by the surviving
corporation or its parent or subsidiary of its own awards for the outstanding Awards, (d) full
exercisability or vesting and accelerated expiration of the outstanding Awards or (e) settlement of
the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of
such Awards. If such agreement does not provide for any of the above, all outstanding Awards shall
fully vest, become



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immediately exercisable or payable or have all restrictions lifted as may apply
to the type of Award upon or after a Change in Control unless otherwise determined by the
Committee.



ARTICLE 11. DEFERRAL OF AWARDS




     The Committee (in its sole discretion) may permit or require a Participant to:



          (a) Have cash that otherwise would be paid to such Participant as a result of the exercise of
an SAR or the settlement of Stock Units credited to a deferred compensation account established for
such Participant by the Committee as an entry on the Company’s books;



          (b) Have Common Shares that otherwise would be delivered to such Participant as a result of
the exercise of an Option or SAR converted into an equal number of Stock Units; or



          (c) Have Common Shares that otherwise would be delivered to such Participant as a result of
the exercise of an Option or SAR, or the settlement of Stock Units, converted into amounts credited
to a deferred compensation account established for such Participant by the Committee as an entry on
the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of
such Common Shares as of the date when they otherwise would have been delivered to such
Participant.


A deferred compensation account established under this Article 11 may be credited with interest or
other forms of investment return, as determined by the Committee. A Participant for whom such an
account is established shall have no rights other than those of a general creditor of the Company.
Such an account shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such Participant and the
Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its
sole discretion) may establish rules, procedures and forms pertaining to such Awards, including
(without limitation) the settlement of deferred compensation accounts established under this
Article 11.




ARTICLE 12. AWARDS UNDER OTHER PLANS




     The Company may grant awards under other plans or programs. Such awards may be settled in the
form of Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes
under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued,
reduce the number of Common Shares available under Article 3.



ARTICLE 13. LIMITATION ON RIGHTS




     13.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to
give any individual a right to remain an Employee, Outside Director or Consultant. The Company and
its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Employee
or Consultant at any time, with or without cause, subject to applicable laws and a written
employment agreement (if any).



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     13.2 Stockholders’ Rights. A Participant shall have no dividend rights, voting rights or other
rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the
time when a stock certificate for such Common Shares is issued or, if applicable, the time when he
or she becomes entitled to receive such Common Shares by filing any required notice of exercise and
paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights
for which the record date is prior to such time, except as expressly provided in the Plan.



     13.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of
the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules
and regulations and such approval by any regulatory body as may be required. The Company reserves
the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award
prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares,
to their registration, qualification or listing or to an exemption from registration, qualification
or listing.



ARTICLE 14. WITHHOLDING TAXES




     14.1 General. To the extent required by applicable federal, state, local or foreign law, a
Participant or his or her successor shall make arrangements satisfactory to the Company for the
satisfaction of any withholding tax obligations that arise in connection with the Plan. The
Company shall not be required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.



     14.2 Share Withholding. The Committee may permit a Participant to satisfy all or part of his or
her withholding or income tax obligations by having the Company withhold all or a portion of any
Common Shares that
otherwise would be issued to him or her or by surrendering all or a portion of any Common
Shares that he or she previously acquired. Such Common Shares shall be valued at their Fair Market
Value on the date when taxes otherwise would be withheld in cash.



ARTICLE 15. FUTURE OF THE PLAN




     15.1 Term of the Plan. The Plan, as set forth herein, shall become effective on June 5, 1997. The
Plan shall remain in effect until it is terminated under Section 15.2, except that no ISOs shall be
granted on or after the 10th anniversary of the later of (a) the date when the Board adopted the
Plan or (b) the date when the Board adopted the most recent increase in the number of Common Shares
available under Article 3 which was approved by the Company’s stockholders.



     15.2 Amendment or Termination. The Board or the Committee may, at any time and for any reason,
amend, suspend or terminate the Plan. An amendment of the Plan shall be subject to the approval of
the Company’s stockholders only to the extent required by applicable laws, regulations or rules.
No Awards shall be granted under the Plan after the termination thereof. The termination of the
Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan.



     15.3 No Repricing. The exercise price for the Common Shares to be issued pursuant to an already
granted Stock Option or Stock Appreciation Right may not be lowered without the prior



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consent of
the Company’s stockholders. This shall include, without limitation, a repricing of the Stock
Option or Stock Appreciation Right as well as a Stock Option or Stock Appreciation Right exchange
program whereby the Participant agrees to cancel an existing Stock Option or Stock Appreciation
Right in exchange for an Option, Stock Appreciation Right or other Award.



ARTICLE 16. DEFINITIONS




     16.1 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more
Subsidiaries own not less than 50% of such entity.



     16.2 “Award” means any award of an Option, an SAR, a Restricted Share or a Stock Unit under
the Plan.



     16.3 “Board” means the Company’s Board of Directors, as constituted from time to time.



     16.4 “Code” means the Internal Revenue Code of 1986, as amended.



     16.5 “Committee” means a committee of the Board, as described in Article 2.



     16.6 “Common Share” means one share of the Common Stock of the Company.



     16.7 “Company” means McAfee, Inc., a Delaware corporation.



     16.8 “Consultant” means a consultant or adviser who provides bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate as an independent contractor. Service as a
Consultant shall be considered employment for all purposes of the Plan, except as provided in
Section 4.1.



     16.9 “Employee” means a common-law employee of the Company, a Parent, a Subsidiary or an
Affiliate.



     16.10 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     16.11 “Exercise Price,” in the case of an Option, means the amount for which one Common Share
may be purchased upon exercise of such Option, as specified in the applicable Stock Option
Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the
applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in
determining the amount payable upon exercise of such SAR.



     16.12 “Fair Market Value” means the market price of Common Shares, determined by the Committee
in good faith on such basis as it deems appropriate. Whenever possible, the determination of Fair
Market Value by the Committee shall be based on the prices reported in The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.



     16.13 “ISO” means an incentive stock option described in section 422(b) of the Code.



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     16.14 “NSO” means a stock option not described in sections 422 or 423 of the Code.



     16.15 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase
Common Shares.



     16.16 “Optionee” means an individual or estate who holds an Option or SAR.



     16.17 “Outside Director” shall mean a member of the Board who is not an Employee. Service as
an Outside Director shall be considered employment for all purposes of the Plan, except as provided
in Section 4.1.



     16.18 “Parent” means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a Parent on a date
after the adoption of the Plan shall be considered a Parent commencing as of such date.



     16.19 “Participant” means an individual or estate who holds an Award.



     16.20 “Plan” means this McAfee, Inc. 1997 Stock Incentive Plan, as amended from time to time.



     16.21 “Predecessor Plan” means the McAfee, Inc. 1995 Stock Incentive Plan, as amended.



     16.22 “Restricted Share” means a Common Share awarded under the Plan.



     16.23 “Restricted Stock Agreement” means the agreement between the Company and the recipient
of a Restricted Share which contains the terms, conditions and restrictions pertaining to such
Restricted Share.



     16.24 “SAR” means a stock appreciation right granted under the Plan.



     16.25 “SAR Agreement” means the agreement between the Company and an Optionee which contains
the terms, conditions and restrictions pertaining to his or her SAR.



     16.26 “Stock Option Agreement” means the agreement between the Company and an Optionee that
contains the terms, conditions and restrictions pertaining to his or her Option.



     16.27 “Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share,
as awarded under the Plan.



     16.28 “Stock Unit Agreement” means the agreement between the Company and the recipient of a
Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock Unit.



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     16.29 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.



     16.30 “Transfer of Control” shall mean:



          (a) The direct or indirect sale or exchange by the stockholders of the Company of all or
substantially all of the voting stock of the Company wherein the stockholders of the Company
immediately before such sale or exchange do not retain in substantially the same proportions as
their ownership of shares of the Company’s voting stock immediately before such event, directly or
indirectly (including, without limitation, through their ownership of shares of the voting stock of
a corporation which, as a result of such sale or exchange, owns the Company either directly or
through one or more subsidiaries), at least a majority of the beneficial interest in the voting
stock of the Company immediately after such sale or exchange;



          (b) A merger or consolidation wherein the stockholders of the Company immediately before such
merger or consolidation do not retain in substantially the same proportions as their ownership of
shares of the Company’s voting stock immediately before such event, directly or indirectly
(including, without limitation, through their ownership of shares of the voting stock of a
corporation which, as a result of such merger or consolidation, owns the Company either directly or
through one or more subsidiaries), at least a majority of the beneficial interest in the
voting stock of the Company immediately after such merger or consolidation;



          (c) The sale, exchange, or transfer of all or substantially all of the assets of the Company
(other than a sale, exchange, or transfer to one or more corporations (the “Transferee
Corporation(s)”) wherein the stockholders of the Company immediately before such sale, exchange, or
transfer retain in substantially the same proportions as their ownership of shares of the Company’s
voting stock immediately before such event, directly or indirectly (including, without limitation,
through their ownership of shares of the voting stock of a corporation which owns the Transferee
Corporation(s) either directly or through one or more subsidiaries), at least a majority of the
beneficial interest in the voting stock of the Transferee Corporation(s) immediately after such
event; or



          (d) A liquidation or dissolution of the Company




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APPENDIX A




McAfee, Inc. 1997 Stock Incentive Plan




Performance Goals




	 	 	 
	 	 	• cash flow,

	 	 	• earnings per share,

	 	 	• gross margin,

	 	 	• net income,

	 	 	• operating income,

	 	 	• operating margin,

	 	 	• pre-tax profit,

	 	 	• return on assets,

	 	 	• return on capital,
	 	 	• return on stockholder equity,
	 	 	• growth with respect to any of the foregoing measures,
	 	 	• expense reduction,
	 	 	• growth in bookings,
	 	 	• growth in revenues, and
	 	 	• stock price increase.